It is stipulated by and between the undersigned parties, by their respective attorneys,
that:

(1) the parties consent that the Court may file and enter a Final Judgment in the form
attached to this Stipulation, on the Court's own motion or on the motion of any party at
any time, and without further notice to any party or other proceedings, if Plaintiff has
not withdrawn its consent, which it may do at any time before the entry of judgment by
serving notice of its withdrawal on Defendants, Blackstone Capital Partners II Merchant
Banking Fund L.P. and Howard Andrew Lipson, and filing that notice with the Court;

(2) Defendants, Blackstone Capital Partners II Merchant Banking Fund L.P. and Howard
Andrew Lipson, waive any objection to venue or jurisdiction for purposes of this Final
Judgment and authorize Charles E. Koob of Simpson Thacher & Bartlett to accept service
of all process in this matter on their behalf; and

(3) in the event Plaintiff withdraws its consent or if the proposed Final Judgment is
not entered pursuant to this Stipulation, this Stipulation shall be of no effect whatever
and the making of this Stipulation shall be without prejudice to any party in this or any
other proceeding.

Plaintiff, the United States of America ("United States"), having commenced
this action by filing its Complaint herein for violation of Section 7A of the Clayton
Act, 15 U.S.C. § 18a, commonly known as the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, and Plaintiff and Defendants, Blackstone Capital Partners II
Merchant Banking Fund L.P. and Howard Andrew Lipson, by their respective attorneys, having
consented to the entry of this Final Judgment without trial or adjudication of any issue
of fact or law herein and without this Final Judgment constituting any evidence against or
an admission by the Defendants with respect to any such issue:

Now, therefore, before the taking of any testimony and without trial or adjudication of
any issue of fact or law herein, and upon the consent of the parties hereto, it is hereby

Ordered, Adjudged, and Decreed as follows:

I.

The Court has jurisdiction of the subject matter of this action and of the Plaintiff
and the Defendants. The Complaint states a claim upon which relief can be granted against
the Defendants under Section 7A of the Clayton Act, 15 U.S.C. § 18a.

II.

Judgment is hereby entered in this matter in favor of Plaintiff United States of
America and against Defendants, and, pursuant to Section 7A(g)(1) of the Clayton Act,
15 U.S.C. § 18a(g)(1), the Debt Collection Improvement Act of 1996,
Pub. L. 104-134 § 31001(s) (amending the Federal Civil Penalties Inflation
Adjustment Act of 1990, 28 U.S.C. § 2461), and Federal Trade Commission Rule
1.98, 16 C.F.R. § 1.98, 61 Fed. Reg. 54549 (Oct. 21, 1996),
Defendant Blackstone Capital Partners II Merchant Banking Fund L.P. is hereby ordered to
pay a civil penalty in the amount of $2,785,000 and Defendant Howard Andrew Lipson is
hereby ordered to pay a civil penalty in the amount of $50,000. Payment of the civil
penalties ordered hereby shall be made by wire transfer of funds to the United States
Treasury through the Treasury Financial Communications System or by cashier's check made
payable to the Treasurer of the United States and delivered to Chief, FOIA Unit, Antitrust
Division, Department of Justice, Liberty Place, 325 7th Street, Suite 200,
N.W., Washington, D.C., 20530. Defendants shall pay the full amount of the civil penalties
within thirty (30) days of entry of this Final Judgment. In the event of a default in
payment, interest at the rate of eighteen (18) percent per annum shall accrue thereon from
the date of default to the date of payment.